Paddy Power plc UK CMA Merger Clearance (4468J)

TIDMPAP TIDMBET

RNS Number : 4468J

Paddy Power plc

17 December 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND PADDY POWER SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE MERGER EXCEPT ON THE BASIS OF THE PROSPECTUS PUBLISHED ON 30 NOVEMBER 2015 AND THE CIRCULAR THAT WAS POSTED TO PADDY POWER SHAREHOLDERS ON 27 NOVEMBER 2015

FOR IMMEDIATE RELEASE 17 December 2015

Recommended all-share merger by way of an acquisition

Paddy Power plc

Betfair Group plc

UK CMA Merger Clearance

Paddy Power plc notes that the recommended Merger between Paddy Power plc and Betfair Group plc has been cleared by the Competition and Markets Authority at Phase 1 under the provisions of the Enterprise Act 2002.

As previously announced, Paddy Power plc expects the Merger to complete during the first quarter of 2016.

Unless otherwise defined, all capitalised terms in this Announcement have the same meaning as those contained in the Prospectus. All references in this Announcement to times are to times in Dublin (unless otherwise stated).

Enquiries:

 
Paddy Power plc 
                                                     +353 (0) 1 905 
Cormac McCarthy                                       1013 
                                                     +44 (0) 207 874 
Catherine Colloms, Corporate Affairs                  9103 
Morgan Stanley (Financial adviser to Paddy Power) 
                                                     +44 (0) 207 425 
Colm Donlon                                           8000 
Laurence Hopkins 
David Kitterick 
IBI Corporate Finance (Financial adviser to Paddy 
 Power) 
                                                     +353 (0) 7 6623 
Tom Godfrey                                           4800 
Ger Heffernan 
Laurence O'Shaughnessy 
Goodbody (Corporate broker to Paddy Power) 
                                                     +353 (0) 1 667 
Linda Hickey                                          0400 
Finsbury (Public relations adviser to Paddy Power) 
Conor McClafferty 
 
 
 Drury Porter Novelli (Public relations adviser      +44 (0) 207 251 
 to Paddy Power)                                      3801 
Billy Murphy 
 Karen Ferris                                        +353 (1) 2605000

Important notices

Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Paddy Power and no one else in connection with the Merger. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Merger, the contents of this Announcement or any other matter referred to herein.

IBI Corporate Finance, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Paddy Power and for no one else in connection with the Merger and will not be responsible to anyone other than Paddy Power for providing the protections afforded to customers of IBI Corporate Finance or for providing advice in relation to the Merger, the contents of this Announcement or any transaction or arrangement referred to herein.

Goodbody Stockbrokers, trading as Goodbody, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Paddy Power and for no one else in connection with the Merger and will not be responsible to anyone other than Paddy Power for providing the protections afforded to customers of Goodbody or for providing advice in relation to the Merger, the contents of this Announcement or any transaction or arrangement referred to herein.

Responsibility Statement

The directors of Paddy Power accept responsibility for the information contained in this Announcement relating to Paddy Power, the Paddy Power Group, the directors of Paddy Power and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Paddy Power (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward-looking statements

This Announcement contains statements about Paddy Power, Betfair and the Combined Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "should", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Paddy Power's, Betfair's or the Combined Group's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on Paddy Power's, Betfair's or the Combined Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Paddy Power and Betfair disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser, duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom, or authorised or exempted under the Investment Intermediaries Act 1995 of Ireland or the European Communities (Markets in Financial Instruments) Regulations (Numbers 1 to 3) 2007 if you are resident in Ireland, or from another appropriately authorised independent financial adviser.

Quantified Financial Benefits Statement

Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this Announcement generally, should be construed as a profit forecast (other than the Paddy Power Profit Forecast) or interpreted to mean that the Combined Group's earnings in the first full year following the effective date of the Scheme, or in any subsequent period, would necessarily match or be greater than or be less than those of Paddy Power and/or Betfair for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Paddy Power and the Paddy Power Directors.

Opening Position and Dealing Disclosure Requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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